DFG TRADEMARK HOLDINGS LLC DEUTSCH SONS LTD DEUTSCH FAMILY WINE SPIRITS v. THOMAS STEFFANCI (2025)

MEMORANDUM & ORDER GRANTING PLAINTIFF'S MOTION TO REMAND

This action arises out of a dispute between DFG Trademark Holdings, LLC (“DFG”) and W.J. Deutsch & Sons Ltd. d/b/a Deutsch Family Wine & Spirits (“DFWS”) (jointly, “Plaintiffs”), and Thomas Steffanci (“Defendant”). Plaintiffs initiated this action in Connecticut Superior Court seeking: (1) a declaratory judgment that Defendant, the former President of DFWS, is not entitled to a buyout of his 20% interest in non-party DFG Trademarks V, LLC (“DFG V”) because he was terminated for cause; (2) a declaratory judgment that it is not necessary for DFG to engage an independent valuation firm to determine the value of Defendant's interest in DFG V; and (3) a permanent injunction against Defendant to enjoin him from disseminating DFWS's proprietary information.

Defendant removed this case to the District of Connecticut based on diversity jurisdiction. In response, Plaintiffs filed a motion to remand this case to the Superior Court of Connecticut or, in the alternative, seeking an order for jurisdictional discovery. Plaintiffs argue that the case lacks complete diversity of citizenship because Defendant is domiciled in New York, while Defendant contends that he relocated to Florida months before Plaintiffs filed this lawsuit. For the reasons below, the Court REMANDS this case to the Superior Court of Connecticut.

I. BACKGROUND

Court assumes the truth of the non-jurisdictional factual allegations in the Complaint for the purposes of deciding this motion, and it relies on the jurisdictional factual assertions in the Notice of Removal (ECF No. 1), Motion to Remand (ECF No. 16), Defendant's Opposition to the Motion to Remand (ECF No. 21), Plaintiffs’ Reply (ECF No. 22), and Defendant's Sur-Reply (ECF No. 25).¹

A. Factual Background

DFWS is a family-owned wine and spirits company based in Stamford, Connecticut, with approximately 400 employees.² According to the Complaint, Defendant served as President of DFWS from September 2009 until March 31, 2025, under an employment agreement initially executed in 2009 and amended in 2013 (the “Employment Agreement”).³ Plaintiffs allege that during his tenure, Defendant was entrusted with access to DFWS's confidential and proprietary information.⁴

In 2012, DFG facilitated Defendant's acquisition of a 20% interest in DFG V, a company that owns and licenses trademarks for wine brands, under an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”).⁵ The LLC Agreement provided that DFG Holdings could be required to buy out Defendant's interest in DFG V upon his separation from DFWS, contingent, in part, on the absence of termination for cause.⁶

Plaintiffs further allege that between 2017 and 2020, Defendant requested an early buyout of his interest in DFG V, which DFG declined.⁷ Subsequently, Defendant's relationship with DFWS leadership deteriorated, culminating in a lawsuit initiated by Defendant in February 2020.⁸ During discovery in that litigation, Plaintiffs claim that DFWS uncovered evidence of Defendant's unauthorized disclosures of confidential information for personal gain to third parties, including financial advisors, a professional organization, and his spouse.⁹ In November 2024, DFWS discovered that Defendant had prepared a presentation containing confidential information for an industry symposium attended by competitors.¹⁰ Although DFWS intervened to prevent the Defendant from moving forth with the presentation, Plaintiffs allege that Defendant had already shared the presentation materials with the event organizer.¹¹ In late 2024 and early 2025, DFWS sought to obtain information from Defendant regarding the scope of his disclosures, but, according to the Plaintiffs, Defendant refused to cooperate.¹²

Following the expiration of the Employment Agreement on March 31, 2025, Defendant claimed entitlement to a buyout of his interest in DFG V and requested the engagement of an Independent Valuation Firm to determine the purchase price.¹³ Plaintiffs initiated this action seeking declaratory relief that Defendant's conduct constituted “cause” under the Employment Agreement, thereby precluding his entitlement to a buyout and eliminating the need to engage an Independent Valuation Firm.¹⁴ Plaintiffs also seek injunctive relief to prevent further dissemination of confidential information.¹⁵

B. Procedural History

The instant case is one of three instances of litigation between Plaintiffs and Defendant. First, in February 2020, Defendant sued DFG and DFWS for breach of contract in Connecticut Superior Court (the “2020 Connecticut Action”).¹⁶ The Connecticut Superior Court imposed sanctions against Defendant's New York-based counsel earlier this year “in the form of four separate attorneys’ fees awards exceeding over $100,000.”¹⁷ After holding a sanctions hearing, that court found counsel “willfully withheld material facts” and deliberately ignored the court's discovery orders.¹⁸ That litigation is still remains ongoing.

Plaintiffs then commenced the instant action in the same Connecticut Superior Court on April 8, 2025. Defendant removed it to federal court on April 30, 2025.¹⁹ Three months later, on July 8, 2025, Defendant initiated parallel litigation in New York state court (the “New York Action”), attempting to litigate claims similar to the one in the present action.²⁰ The New York court dismissed that action on October 22, 2025, as duplicative of the present case.²¹

C. Defendant's Domicile

Defendant removed this case to federal court based on diversity jurisdiction under 28 U.S.C. § 1332(a)(1) and 28 U.S.C. § 1441(a).²² It is undisputed that the amount in controversy exceeds $75,000.²³ The parties agree that DFG is a citizen of Connecticut, and that DFSW is a citizen of Connecticut and New York.²⁴ The core disagreement is over whether Defendant is now a citizen of New York or Florida. Defendant asserts that he has been a “citizen, domiciliary, and permanent resident of the State of Florida not later than January 1, 2025, and intend[s] to so remain.”²⁵ Defendant argues that he is domiciled in Florida because he owns a residential home in Florida that is his “fixed home and principal establishment.”²⁶ He also claims he “has spent the vast majority of his days in the State of Florida throughout 2025, only left the state for vacation and/or business travel, always had the intention to return to his Florida home, and returned to Florida each time he left the state.”²⁷ He obtained a Florida driver's license, lists his Florida address on his primary bank and investment accounts, and his “primary doctor, dentist, wellness center, gym, and accountant are all located in Florida.”²⁸

Plaintiffs argue that Defendant's evidence is administrative, pretextual and “easily manipulated by persons with residences in more than one state.”²⁹ They also point to multiple pieces of evidence indicating that Defendant has remained domiciled in New York. For instance, Defendant was required to adhere to DFWS in-person office requirement at the Stamford, Connecticut office until he took FMLA leave on January 29, 2025.³⁰ Plaintiffs allege Defendant was clearly aware of this requirement because he advised other members of DFWS's senior leadership of their own obligations to be in-person as recently as November 13, 2024.³¹

Defendant also continued using his New York address for legal documents and bills after his purported change in domicile. For example, on April 9, 2025—a day after this action commenced and more than four months after Defendant's purported change in domicile—Defendant submitted a notarized affidavit to the Connecticut Commission on Human Rights and Opportunities, affirming his New York address as his mailing address.³² Further, Defendant listed his New York address on employment forms, including payroll and benefits documents, as recently as January 2025.³³ On January 29, 2025, Defendant submitted an FMLA request form listing his New York address as his home mailing address.³⁴ Further, in November 2024, a few weeks before his alleged change in domicile, Defendant signed a sworn declaration in a federal administrative action, asserting his New York address.³⁵ Defendant never updated the address, and accordingly, the agency's March 2025 determination also listed his New York address.³⁶

Plaintiffs also note that Defendant continues to litigate the 2020 Connecticut Action in Connecticut Superior Court, where he appeared in person as recently as February 2025.³⁷ Bills for expert services in that litigation, dated January 13 and February 6, 2025, were sent to Defendant's New York address.³⁸

II. LEGAL STANDARD

Under 28 U.S.C. § 1441, a state court defendant may remove an action to federal court if a federal court would have original subject matter jurisdiction over the action. See 28 U.S.C. § 1441(a). One of the grounds for original jurisdiction is federal diversity jurisdiction, which requires an amount in controversy that exceeds $75,000, and complete diversity between the parties. See 28 U.S.C. § 1332(a); see also Owen Equip. & Erection Co. v. Kroger, 437 U.S. 365, 373 (1978) (“[28 U.S.C. § 1332(a)] and its predecessors have consistently been held to require complete diversity of citizenship”). “Complete diversity requires that all plaintiffs be citizens of states diverse from those of all defendants.” Van Buskirk v. United Grp. Cos., Inc., 935 F.3d 49, 53 (2d Cir. 2019). In cases where diversity jurisdiction is the only basis for federal subject matter jurisdiction, complete diversity must exist at the time the action is filed. Wright v. Musanti, 887 F.3d 577, 584 (2d Cir. 2018) (quoting 13 Wright & Miller § 3533 (3d ed.)) (“[I]f diversity of citizenship did not exist when the action was filed, federal court jurisdiction over the case would never have attached, and for a federal court to take any action in the case would be ‘an unconstitutional usurpation of state judicial power.’ ”). Defendant, as the party asserting federal jurisdiction, “always has the burden of establishing that removal is proper.” State by Tong v. Exxon Mobil Corp., 83 F.4th 122, 132 (2d Cir. 2023). “The removal statute must be construed narrowly, resolving any doubts against removability. Indeed, out of respect for state courts, the Supreme Court has time and again declined to construe federal jurisdiction statutes more expansively than their language, most fairly read, requires.” City of New York v. Exxon Mobil Corp., 154 F.4th 36, 40 (2d Cir. 2025) (cleaned up).

“An individual's citizenship, within the meaning of the diversity statute, is determined by his domicile.” Palazzo v. Corio, 232 F.3d 38, 42 (2d Cir. 2000). The party in a diversity action alleging change of domicile has the burden of proving the change by “clear and convincing evidence.” Van Buskirk, 935 F.3d at n.3 (explaining that the party asserting federal jurisdiction has the burden of proving “complete diversity by a preponderance of the evidence,” but the party asserting change in domicile must prove it by the higher “clear and convincing evidence” standard). An individual's domicile is “the place where a person has his true fixed home and principal establishment, and to which, whenever he is absent, he has the intention of returning.” Id. at 53 (cleaned up). “Courts take into account a number of factors when considering where a person is domiciled, including a party's current residence, voting registration, driver's license and automobile registration, location of brokerage and bank accounts, members in fraternal organizations, churches, and other associations, places of employment or business, and payment of taxes. No single factor predominates, and the Court must consider the totality of the circumstances.” Stewart v. Singh, No. 25-CV-1138, 2025 WL 3072884, at *7 (E.D.N.Y. Nov. 4, 2025) (cleaned up). “Although intent is crucial to one's domicile, mere subjective statements of affiliation with a particular state or of an intent to make it one's home cannot suffice for a finding of state citizenship if such statements are belied by objective indicia of actual residence and intent.” Borderud v. Riverside Motorcars, LLC, No. 3:18-CV-1291 (VAB), 2020 WL 2494760, at *8 (D. Conn. May 13, 2020) (cleaned up).

III. DISCUSSION

Considering the totality of the circumstances, the Court finds the evidence presented by Defendant insufficient to meet the clear and convincing standard required to establish a change in domicile. For years, Defendant has lived and worked in New York while maintaining a second home in Florida, and as such, the Court is not convinced that his current stay in Florida is more permanent than his previous ones. Defendant claims that by January 1, 2025, circumstances were such that he intended to remain in Florida indefinitely, but he fails to offer compelling evidence in support of this claim. While Defendant has made certain administrative changes, such as obtaining a Florida driver's license and applying for voter registration in Florida, these actions are easily manipulated and do not inherently reflect an intent to establish his domicile in Florida.

Defendant's actions indicate that he seeks to circumvent the jurisdiction of the Connecticut Superior Court that sanctioned him. Although Defendant's motivation to avoid further litigation in the Connecticut Superior Court is not dispositive of his domicile, it speaks to his intent to remain in Florida indefinitely. Defendant's suggestion that the present litigation was unanticipated is not convincing. Discovery in the 2020 Connecticut Action unveiled alleged misconduct on the part of Defendant that naturally could—and ultimately did—lead to litigation. Further, Defendant knew his term as President was coming to an end in 2025. He could therefore reasonably have anticipated litigating the current action. Accordingly, Defendant's alleged move to Florida is likely an attempt to avoid litigating in an unfavorable court, rather than the result of intent to remain in Florida indefinitely.

The Court carefully considers the remaining evidence and finds that also does not establish a change in domicile. Since January 2025, Defendant has applied to register to vote in Florida, has had a Florida driver's license, and lists his Florida address on his primary bank and investment accounts. Defendant also claims that his primary doctor, dentist, wellness center, gym, and accountant are all located in Florida. While each of these facts would generally support Florida domicile, they must also be considered under the totality of the circumstances, including contradictory evidence. They are also all facts easily manipulated for purposes of diversity jurisdiction, and the motivation to establish diversity is evident in this case. Administrative changes—like finding a new doctor, dentist, wellness center, gym, or accountant—take a matter of moments to alter and are not inherently indicative of domicile. Changing a driver's license to a new state is likewise a short process. And Defendant has not even fully registered to vote in Florida, he only applied. These administrative changes are considered alongside the fact that Defendant's move to Florida temporally aligns with his motivation to avoid litigation in Connecticut, and that motivation provides significant evidence that the move is not the result of intent to remain in Florida indefinitely.

Further, as noted by Plaintiffs, Defendant asserted he changed his domicile to Florida on January 1, 2025, but he continued to work at an office with an in-person requirement in Stamford, Connecticut for almost another month after that date. He also continued to use his New York address on legal documents, employment paperwork, and bills after that date. Even after this action was filed, Defendant submitted a notarized affidavit to the Connecticut Commission on Human Rights and Opportunities, affirming his New York address as his mailing address. Defendant continued to list his New York address on employment forms, including payroll and benefits documents, as recently as January 2025. On January 29, 2025, Defendant submitted an FMLA request form listing his New York address as his home mailing address. Although none are individually dispositive, each of these pieces of evidence raise questions over the authenticity of Defendant's intent to remain in Florida. Furthermore, Defendant's filing of the parallel New York Action supports the notion that Defendant is strongly motivated to avoid litigating the current matter in Connecticut Superior Court. Such motivation unavoidably colors the recent move to Florida as an attempt to generate diversity jurisdiction.

Aside from the potential discomfort relating to his previous experiences in the Connecticut Superior Court, litigation in that court is not overly burdensome on the Defendant. As Plaintiffs note, Defendant continues to litigate the 2020 Connecticut Action, where he appeared in person as recently as February 2025. Bills for expert services in that litigation were sent to Defendant's New York address in 2025, providing additional evidence that he has not moved to Florida with the intent to remain indefinitely.

Accordingly, the Court cannot find that Defendant is domiciled in Florida. The longevity of Defendant's New York domicile coupled with a secondary residence in Florida indicates a continuation of the same New York domicile, as Defendant maintains both homes as before. Multiple documentary pieces of evidence listing New York as the primary residence raises doubt of Florida domicile. Strong motivation to avoid litigation in Connecticut is not likely coincidental with the newly asserted change in domicile, and initiating parallel litigation in New York State is further evidence that Defendant is trying to avoid litigation in Connecticut.

IV. CONCLUSION

Defendant has failed to establish by clear and convincing evidence that he is domiciled in Florida. Because both parties are not completely diverse, this court lacks jurisdiction under 28 U.S.C. § 1332(a)(1). Removal is therefore improper. Accordingly, Plaintiff's Motion to Remand is GRANTED. This action is remanded to the Connecticut Superior Court for the Judicial District of Stamford/Norwalk.

SO ORDERED.

FOOTNOTES

1.   See Guzman v. First Chinese Presbyterian Cmty. Affs. Home Attendant Corp., 520 F. Supp. 3d 353, 356 (S.D.N.Y. 2021) (“On a motion to remand for lack of subject matter jurisdiction, courts assume the truth of non-jurisdictional facts alleged in the complaint, but may consider materials outside of the complaint, such as documents attached to a notice of removal or a motion to remand that convey information essential to the court's jurisdictional analysis.”).

2.   Compl., ECF No. 1-1 ¶ 3.

3.   Id.

4.   Id. ¶ 4.

5.   Id. ¶ 5.

6.   Id. ¶ 6.

7.   Id. ¶ 7.

8.   Id.

9.   Id. ¶ 8.

10.   Id.

11.   Id.

12.   Id. ¶ 9.

13.   Id. ¶ 25.

14.   Id. at 36.

15.   Id.

16.   See Docket No. FST-CV20-6045998-S of the Judicial District of Stamford/Norwalk.

17.   Reply, ECF No. 22 at 9.

18.   Remand, ECF No. 16 at 3.

19.   ECF No. 1.

20.   See Index No. 654073/2025 of the New York Supreme Court.

21.   Notice, ECF No. 32.

22.   ECF No. 1 at ¶¶ 5, 21.

23.   Mem. in Opp. ECF No. 21 at 4.

24.   ECF No. 1 at ¶ 6; see also ECF No. 16-1 at 6.

25.   ECF No. 1 at ¶ 8.

26.   Id.

27.   Id.; see also ECF No. 21 at 1 (Defendant has “kept his primary vehicles in Florida—both registered in Florida, with Florida license plates—and has his primary doctor, physical therapist, dentist, wellness center, gym, and accountant in Florida. Put simply, he is in Florida to stay.”).

28.   ECF No. 1 at ¶ 8.

29.   ECF No. 22 at 6.

30.   ECF No. 16-1 at 10.

31.   Id.

32.   ECF No. 22 at 6.

33.   Id. at 11.

34.   Id.

35.   ECF No. 16-1 at 12.

36.   Id.

37.   Id. at 13.

38.   Id.

VERNON D. OLIVER United States District Judge